This End User License Agreement (the “Agreement”) is a binding agreement between you (“you” or the “User”) and Phase 3 Search LLC (“Phase 3 Search,” “we,” “us,” or “our”) governing your access to and use of the Phase 3 Search software applications, integrations, and related services, including the “Phase 3” application that connects to third-party platforms such as Intuit QuickBooks Online (collectively, the “Software”). By installing, accessing, authorizing, or using the Software, you agree to be bound by this Agreement. If you do not agree, do not use the Software.
Subject to your compliance with this Agreement, Phase 3 Search grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software solely for your internal business purposes. All rights not expressly granted are reserved by Phase 3 Search.
The Software may connect to third-party services that you separately authorize, including Intuit QuickBooks Online. You are responsible for maintaining your own accounts with those services and for complying with their respective terms. Your use of those services is governed by their own agreements, and Phase 3 Search is not responsible for the acts, omissions, availability, or content of any third-party service.
When you connect a third-party account, you authorize the Software to access, retrieve, create, and modify data in that account as needed to provide its functionality (for example, reading time and billing data and creating draft invoices and attachments in QuickBooks Online). The Software acts at your direction and on your behalf. You represent that you have the authority to grant this access. With respect to Intuit QuickBooks Online specifically, we access your QuickBooks data only as necessary to perform the functions you initiate, do not retain that data beyond what is needed to provide the Software, do not sell or share it, and handle it in accordance with Intuit’s applicable terms and applicable law.
You agree not to: (a) use the Software in violation of any applicable law or third-party right; (b) reverse engineer, decompile, or attempt to derive source code except to the extent permitted by law; (c) resell, rent, or commercially exploit the Software without our written consent; (d) interfere with or disrupt the integrity or performance of the Software or connected services; or (e) attempt to gain unauthorized access to any systems or data.
The Software, including all related intellectual property, is and remains the property of Phase 3 Search and its licensors. This Agreement does not transfer any ownership rights to you.
Our handling of information is described in our Privacy Policy, which is incorporated into this Agreement by reference. You are responsible for ensuring that your use of the Software with any personal or financial data complies with applicable laws.
THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Phase 3 Search does not warrant that the Software will be uninterrupted, error-free, or that any data produced (including invoices) will be accurate or complete. You are responsible for reviewing all output before relying on or transmitting it.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PHASE 3 SEARCH WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SOFTWARE. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO US FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100). NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.
You agree to indemnify and hold harmless Phase 3 Search from any claims, damages, liabilities, and expenses arising from your use of the Software or your violation of this Agreement.
This Agreement remains in effect until terminated. We may suspend or terminate your access at any time if you breach this Agreement. Upon termination, your license ends and you must stop using the Software. Sections that by their nature should survive termination will survive.
This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. The exclusive venue for any dispute will be the state and federal courts located in San Diego County, California.
We may update this Agreement from time to time. Material changes will be reflected by updating the “Last updated” date above. Your continued use of the Software after changes become effective constitutes acceptance.
Questions about this Agreement may be sent to [email protected].